Vancouver, British Columbia--(Newsfile Corp. - May 6, 2026) - FeralX Systems Inc. ("FeralX" or the "Company"), previously named 1246777 B.C. Ltd., is pleased to announce: (a) a non-brokered private placement (the "Private Placement") of common shares in the capital of the Company (each, a "Common Share"); (b) the closing of the first tranche of the Private Placement; and (c), further to its May 1, 2026 news release, the execution of an asset purchase agreement (the "APA") to acquire certain intellectual property from Next Dynamics Inc.
Private Placement
The Company intends to issue up to 5,000,000 Common Shares at a price of $0.40 per Common Share for aggregate gross proceeds of up to $2,000,000.
The net proceeds of the Private Placement are expected to be used for working capital, general corporate purposes, and to acquire additional assets, including those being purchase pursuant to the APA.
In connection with the Private Placement, the Company may pay cash finder's fees to eligible finders in accordance with applicable securities laws. Any such fees in, if any, will be disclosed in follow-on news releases.
The Company does not anticipate any insider participation in the Private Placement.
All securities issued under the Private Placement will be subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws.
Closing of First Tranche
The Company has closed the first tranche of the Private Placement for aggregate gross proceeds of $395,000, issuing 987,500 Common Shares at a price of $0.40 per Common Share ("First Tranche").
No insiders of the Company participated in the First Tranche and no finders' fees were paid.
Asset Purchase Agreement
The Company has entered into the APA dated May 6, 2026, with Next Dynamics Inc. ("Next Dynamics") to acquire certain Canadian intellectual property (the "Assets") for total consideration of $595,000 comprised of: (a) cash consideration of $100,000; and (b) the assumption of debt in the aggregate amount of $495,000.
Closing of the APA is subject to customary conditions, including receipt of all required approvals, third-party consents, and the satisfaction of closing deliverables set out in the APA. The Company expects closing to occur on or about May 11, 2026. There can be no assurance that the acquisition will be completed as proposed or at all.
The APA is a related party transaction as such term is defined under MI 61-101 Protection of Minority Security Holders in Special Transactions. The APA is exempt from the valuation requirements as the Company is not a listed issuer and the Company has sought the prior approval of the APA by the disinterested shareholders of the Company and each of the subscribers to the Private Placement.
Debt Repayment
The Company has agreed to settle an aggregate of $550,000 of bona fide indebtedness (the "Debt Settlement") through the issuance of 1,375,000 Common Shares at a deemed price of $0.40 per Common Share.
The Common Shares to be issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months and one day from the date of issuance and such other resale restrictions as may apply under applicable securities laws.
About FeralX Systems Inc.
FeralX is setting itself up to be a Canadian defence research, development and manufacturing company. Upon completion of the transactions previously disclosed, it will be in position to design, build and deliver the full capability stack for the augmented warfighter, small arms, man-portable unmanned systems, and AI-enabled targeting as and single, integrated supplier.
For Further Information Contact:
James Ward, james@wardfinancial.ca
Forward-Looking Information
This news release contains forward-looking information, including statements regarding completion of the Private Placement, the First Tranche, the APA, and the Debt Settlement; the expected use of proceeds; insider participation; the anticipated benefits and strategic rationale of the transactions; and future operational, financial, and business objectives.
The terms and conditions of future proposed transactions including the acquisition of assets and any future financing may change based on the Company's due diligence (which may be limited as the Company intends to rely on the due diligence conducted by third parties in connection with those transactions) and the receipt of tax, corporate, and securities law advice.
Forward-looking information is based on expectations, estimates, projections, and assumptions made as of the date hereof and is subject to risks and uncertainties that are difficult to predict. Actual results may differ materially. Such risks and uncertainties include, among others, the risk that required approvals are not obtained on the terms or timing anticipated, or at all; that the transactions do not close as contemplated; that the Assets do not yield anticipated benefits; market conditions; dilution; and the other risk factors described in the Company's continuous disclosure filings available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Readers should not place undue reliance on forward-looking information, which is qualified in its entirety by this cautionary statement. The Company undertakes no obligation to update any forward-looking information except as required by applicable securities laws.
Neither the TSXV Venture Exchange nor its Regulation Service Provider (as such term is defined in policies of the TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296416
Source: FeralX Systems Inc.